UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM 10-Q
 (Mark
One)
  þ
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
period ended March 31, 2009
  OR
  o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
  for the
transition period from _______ to _______
  Commission
File Number: 333-150937
  AUTO
SEARCH CARS, INC.
 (Exact
Name of Registrant as specified in its charter)
  Nevada
              
              26-1919261(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)
 
 164
Eleven Levels Rd
 Ridgefield,
CT 06877
 (Address
of principal executive offices)
  (203)
8940-1362
 (Registrant’s
telephone number)
  Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
 Yes
þ No o
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). oYes
oNo
 
 Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer o
                  Accelerated
      filer oNon-accelerated
      filer o
                  Smaller
      reporting company þ
  Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes
o No þ
  As of May
15, 2009, the Registrant had 2,076,700 shares of its Common Stock, $.0001 par
value, issued and 2,076,700 outstanding.
 
 TABLE
OF CONTENTS
  Page
 PART
      I - FINANCIAL INFORMATION
                                3ITEM
      1.
                                FINANCIAL
      STATEMENTS (UNAUDITED)
                                3ITEM
      2.
                                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                11ITEM
      3.
                                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                12ITEM
      4T.
                                CONTROLS
      AND PROCEDURES
                                12PART
      II
                                
                                13ITEM
      1.
                                LEGAL
      PROCEEDINGS
                                13ITEM
      1A.
                                RISK
      FACTORS
                                13ITEM
      2.
                                UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEED
                                13ITEM
      3.
                                DEFAULTS
      UPON SENIOR SECURITIES
                                13ITEM
      4.
                                SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                13ITEM
      5.
                                OTHER
      INFORMATION
                                13ITEM
      6.
                                EXHIBITS
                                13SIGNATURES
                                14
   
 2
  PART
I - FINANCIAL INFORMATION
  ITEM
      1.
              FINANCIAL
      STATEMENTS (UNAUDITED)
  Index
to Financial Statements
  Balance
      Sheets
                  4Statements
      of Operations
                  5Statements
      of Cash Flows
                  6Notes
      to Financial Statements
                  7
    3
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 BALANCE
SHEETS
 
  March
      31,
                      2009
                    
                    
                    December
      31,
                      2008(Unaudited)
                    
                    
                    (Audited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                    
                    $
                    1,712
                    
                    
                    $
                    4,486Total
      Current Assets
                    
                    
                    1,712
                    
                    
                    
                    4,486Other
      AssetsOrganization
      costs
                    
                    
                    200
                    
                    
                    
                    200$
                    1,912
                    
                    
                    $
                    4,686LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                    
                    $
                    700
                    
                    
                    $
                    2,333Due
      to director
                    
                    
                    11,000
                    
                    
                    
                    11,000Total
      Current Liabilities
                    
                    
                    11,700
                    
                    
                    
                    13,333Stockholders’
      DeficiencyPreferred
      Stock, $.0001 par value, 1,000,000 shares authorized, none
      issued
                    
                    
                    –
                    
                    
                    
                    –Common
      stock, $.0001 par value, 74,000,000 shares authorized, 2,076,700 shares
      issued and outstanding
                    
                    
                    208
                    
                    
                    
                    208Additional
      paid-in capital
                    
                    
                    7,662
                    
                    
                    
                    7,662Accumulated
      deficit during development stage
                    
                    
                    (17,658
                    )
                    
                    
                    (16,517
                    )Total
      Stockholders’ Deficiency
                    
                    
                    (9,788
                    )
                    
                    
                    (8,647
                    )$
                    1,912
                    
                    
                    $
                    4,686
  See
Notes to Financial Statements
  4
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 STATEMENT
OF OPERATIONS
 (Unaudited)
 
 Three
      Months ended
                      March
      31, 2009
                    
                    
                    1-Feb-08
      (inception) to
                      March
      31, 2008
                    
                    
                    1-Feb-08
      (inception) to
                      March
      31, 2009Revenues
                    
                    $
                    –
                    
                    
                    $
                    –
                    
                    
                    $
                    –General
      and administrative expenses
                    
                    
                    1,141
                    
                    
                    
                    1,025
                    
                    
                    
                    17,858Net Loss from
      Operations
                    
                    
                    (1,141
                    )
                    
                    
                    (1,025
                    )
                    
                    
                    (17,858
                    )Other
      income
                    
                    
                    –
                    
                    
                    
                    200
                    
                    
                    
                    200Net
      loss
                    
                    $
                    (1,141
                    )
                    
                    
                    (825
                    )
                    
                    $
                    (17,658
                    )Basic
      and diluted loss per share
                    
                    $
                    (.00
                    )
                    
                    
                    (.00
                    )
                    
                    $
                    (.01
                    )Weighted
      average common shares outstanding – basic and diluted
                    
                    
                    2,076,700
                    
                    
                    
                    2,076,700
                    
                    
                    
                    2,076,700
 
 See
Notes to Financial Statements
 5
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 STATEMENT
OF CASH FLOWS
 (Unaudited)
 
 
 Three
      Months
                    Ended
                    31-March-09
                  
                  
                  1-Feb-08
      (inception) to March 31, 2008
                  
                  
                  1-Feb-08
      (inception) to March 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (1,141
                  )
                  
                  $
                  (825
                  )
                  
                  $
                  (17,658
                  )Change
      in Liabilities:Accounts
      payable and accrued liabilities
                  
                  
                  (1,633
                  )
                  
                  
                  -
                  
                  
                  
                  700NET CASH USED IN OPERATING
      ACTIVITIES
                  
                  
                  (2,774
                  )
                  
                  
                  (825
                  )
                  
                  
                  (16,958
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sales of common stock
                  
                  
                  -
                  
                  
                  
                  7,670
                  
                  
                  
                  7,670Loan
      from director
                  
                  
                  -
                  
                  
                  
                  1,000
                  
                  
                  
                  11,000NET CASH PROVIDED BY FINANCING
      ACTIVITIES
                  
                  
                  -
                  
                  
                  
                  8,670
                  
                  
                  
                  18,670Net
      increase (decrease) in cash and cash equivalents
                  
                  
                  (2,774
                  )
                  
                  
                  7,845
                  
                  
                  
                  1,712Cash
      and cash equivalents at beginning of period
                  
                  
                  4,486
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      and cash equivalents at end of period
                  
                  $
                  1,712
                  
                  
                  $
                  7,845
                  
                  
                  $
                  1,712Supplemental
      disclosures of cash flow information:Interest
      paid
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  –Income
      taxes paid
                  
                  $
                  –
                  
                  
                  $
                  –
                  
                  
                  $
                  –
 
 See
Notes to Financial Statements
 6
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 FOR
THE QUARTER ENDED MARCH 31, 2009
 (Unaudited)
 
  Note
1 - Nature of Business and Summary of Significant Accounting
Policies
  Organization
  Auto
Search Cars, Inc. (A Development Stage Company) (the “Company”) was incorporated
on February 1, 2008 (Date of Inception) under the laws of the State of Nevada.
In February 2008, the Company acquired its website, www.autosearchcars.com, from
its sole officer and director.
  Nature
of Operations
  The
Company is developing its website into a local, regional and national
marketplace for buyers and sellers of vehicles and for consumers seeking
information regarding automotive services, such as financing and
warranties.  By providing this marketplace, the Company intends to
bring automobile sellers and other industry participants, such as vendors of
automotive services and advertisers, together with consumers actively engaged in
a search for a vehicle or vehicle related services.
  The
Company’s business model is built on multiple anticipated revenue streams
including online consumer classified listings and banner advertising by industry
participants interested in marketing their services to the Company’s consumer
audience.
  The
Company is considered to be a development stage company in its start up phase of
operations.
  NOTE
2 - Summary of Significant Accounting Policies
  Basis
of Presentation
  The
Company reports revenue and expenses using the accrual method of accounting for
financial and tax reporting purposes. These unaudited financial statements
should be read in conjunction with the financial statements and related
footnotes included in the Company’s Form 10K filed with the Securities and
Exchange Commission on April 9, 2009.
  The
report of the Company's independent registered public accounting firm on the
Company's financial statements for the fiscal year ended December 31, 2008
contains an explanatory paragraph regarding the Company's ability to continue as
a going concern based upon the Company's history of net losses since its
inception.
  The
results of operations for the quarter ended March 31, 2009 are not necessarily
indicative of the results to be expected for the full year ending December 31,
2009.
  Use
of Estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ significantly from those estimates.
 
 7
 
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS (cont’d)
 FOR
THE QUARTER ENDED MARCH 31, 2009
 (Unaudited)
 Cash
and Cash Equivalents
  For the
purpose of the statements of cash flows, all highly liquid investments with an
original maturity of three months or less are considered to be cash
equivalents.
  Compensation
Expense
  No stock
options have been issued by the Company. Accordingly, no compensation expense is
reported in these financial statements.
  Revenue
Recognition
  The
Company’s revenues are anticipated to be derived from multiple sources. Revenue
sources include listing fees derived from consumer-placed classified
advertisements as well as banner advertising for companies in the auto industry.
Revenues from these advertisements will be recognized ratably over the period in
which the advertisement is featured on the website. Advertising revenues are
anticipated to be generated from short-term contracts in which the Company
typically guarantees a fixed fee. These revenues are recognized ratably over the
term of the agreement, provided that the amount recognized does not exceed the
amount that would be recognized based upon actual impressions
delivered.
  Web
Site Development Costs
  Web site
development costs were $300 for the period ended March 31, 2009 which has been
included in general and administrative expenses.
  Advertising
Costs
  Advertising
costs will be expensed as incurred; however there were no advertising costs
incurred as of March 31, 2009.
  Income
Taxes
  The
Company follows Statement of Financial Accounting Standard No. 109, “Accounting
for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes.
Deferred tax assets and liabilities are computed based upon the difference
between the financial statement and income tax basis of assets and liabilities
using the enacted marginal tax rate applicable when the related asset or
liability is expected to be realized or settled. Deferred income tax expenses or
benefits are based on the changes in the asset or liability each period. If
available evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the amount that is more likely
than not to be realized. Future changes in such valuation allowance are included
in the provision for deferred income taxes in the period of change.
  Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classification of assets and liabilities to which they relate.
  8
 
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS (cont’d)
 FOR
THE QUARTER ENDED MARCH 31, 2009
 (Unaudited)
 Deferred
taxes arising from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the periods in
which the temporary differences are expected to reverse.
  Recent
Pronouncements
  On
September 15, 2006, the Financial Accounting Standards Board (“FASB”) issued
FASB Statement No. 157 “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157
defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. SFAS No. 157 is effective as of the
beginning of the first fiscal year beginning after November 15, 2007. The
Company does not anticipate that the adoption of this statement will have a
material effect on the Company’s financial condition and results of
operations.
  On
February 15, 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option
for Financial Assets and Financial Liabilities: Including an amendment of FASB
Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits all entities to elect
to measure many financial instruments and certain other items at fair value with
changes in fair value reported in earnings. SFAS No. 159 is effective as of the
beginning of the first fiscal year that begins after November 15, 2007, with
earlier adoption permitted. The Company does not anticipate that the adoption of
this statement will have a material effect on the Company’s financial condition
and results of operations.
  In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3
“Accounting for Nonrefundable Advance Payments for Goods or Services to be Used
in Future Research and Development Activities” (“EITF Issue No. 07-3”) which is
effective for fiscal years beginning after December 15, 2007. EITF Issue No.
07-3 requires that nonrefundable advance payments for future research and
development activities be deferred and capitalized. Such amounts will be
recognized as an expense as the goods are delivered or the related services are
performed. The Company does not expect the adoption of EITF Issue No. 07-3 to
have a material impact on the financial results of the Company.
  NOTE
3 - Loan from Director
  On May
21, 2008, the Company received a loan for the amount of $10,000 dollars from its
founder and sole director Jonathan J. Martin for transfer agent-related costs.
The $ 10,000 bears no interest and is due on demand.
  NOTE
4 - Stockholder’s Equity
  The
Company is authorized to issue 1,000,000 shares of preferred stock at $0.0001
par value and 74,000,000 shares of common stock at $0.0001 par value. As of
March 31, 2009, the Company had 2,076,700 shares of common stock outstanding and
no shares of preferred stock outstanding.
  9
 
 AUTO
SEARCH CARS, INC
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS (cont’d)
 FOR
THE QUARTER ENDED MARCH 31, 2009
 (Unaudited)
 NOTE
5 - Commitments and Contingencies
  The
Company is not presently involved in any litigation.
  
 10
  ITEM
      2.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
  The
following discussion and analysis of our financial condition and results of our
operations should be read in conjunction with our financial statements and the
notes thereto which appear elsewhere in this report and in connection with the
Form 10K, which we filed with the Securities and Exchange Commission on April 9,
2009. The results shown herein are not necessarily indicative of the results to
be expected for any future periods.
  This
discussion contains forward-looking statements, based on current expectations.
All statements regarding future events, our future financial performance and
operating results, our business strategy and our financing plans are
forward-looking statements and involve risks and uncertainties. In many cases,
you can identify forward-looking statements by terminology, such as “may,”
“will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue,” or the negative of such
terms and other comparable terminology. These statements are only predictions.
Known and unknown risks, uncertainties and other factors could cause our actual
results and the timing of events to differ materially from those projected in
any forward-looking statements. In evaluating these statements, you should
specifically consider various factors, including, but not limited to, those set
forth in the Registration Statement and in this report.
  General
  We are a
start up business engaged in the development and marketing of a web-based
e-commerce site designed to be a price leader in the online auto sales
market.
  We have
not yet earned revenues from our business operations. Accordingly, we may be
required to raise cash from sources other than our operations in order to
continue our business plan. We may raise this additional capital either through
debt or equity. No assurance can be given that such efforts will be successful.
We have no specific plans at present for raising additional
capital.
  Since our
inception, we have been engaged in business planning activities, including the
launch of our preliminary non-operational website, website development, market
research, developing our economic models and financial forecasts, performing due
diligence regarding e-commerce marketing and identifying future sources of
capital.
  We have
launched our initial website but can give no assurances as to the date which we
will be fully operational including the support needed to process listing fees
from consumer-placed classified advertisements. Additionally, we can give no
assurances to when our user base will be at the point of critical mass and free
listings will cease and paid listings will be implemented.
 
 Results
of Operations for the Three Months Ended March 31, 2009 As Compared to the
Period From Inception (February 1, 2008) through March 31, 2008
  We are
still in our development stage and have generated no revenues to
date.
  General
and administrative expenses increased by $116 from $1,025 for the period from
inception (February 1, 2008) through March 31, 2008, as compared to $1,141 for
March 31, 2009.  The increase was attributable to the general
operating expenses and professional fees incurred in connection with the day to
day operation of our business including transfer agent services and legal
fees.
 Net loss
increased by $316 from $825 for the period from inception (February 1, 2008)
through March 31, 2008, as compared to $1,141 for the three months ended March
31, 2009. We incurred a net loss primarily as a result of expenses we incurred
in connection with the day to day operations of our business and with filing
reports with the Securities and Exchange Commission.
  11
 At March
31, 2009 we had liabilities of $11,700, a $1,633 decrease from $13,333 at
December 31, 2008. The decrease in our liabilities was attributable to the
payment of certain accrued liabilities.
  Liquidity
and Capital Resources
  Our cash
balance at March 31, 2009 was $1,712, a decrease of $2,774 from $4,486 at
December 31, 2008.
  We have
limited capital resources, as, among other things, we are a development stage
company with no operating history. We have not generated any revenues to date
and may not be able to generate sufficient revenues to become profitable in the
future.
  The
report of our independent registered public accounting firm on our financial
statements for the fiscal year ended December 31, 2008 contains an explanatory
paragraph regarding our ability to continue as a going concern based on our
history of net losses since our inception.
 While we
have sufficient funds on hand to commence business operations, our cash reserves
may not be sufficient to meet our obligations for the next 12-month period. As a
result, we may need to seek additional funding in the near future. We currently
do not have a specific plan of how we will obtain such funding; however, we
anticipate that additional funding will be in the form of equity financing from
the sale of our common stock. At this time, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the sale of our
common stock to meet our obligations over the next 12 months. We do not have any
arrangements in place for any future equity financing.
 
 We do not
currently own any significant plant or equipment that we will seek to sell in
the near future.
 We do not
anticipate the need to hire employees over the next 12 months with the possible
exception of secretarial support should our business grow and necessitate such
expenditure. We believe the services provided by our sole officer and director
are sufficient at this time. We believe that our operations are currently on a
small scale and are manageable by one individual.
  Off-Balance
Sheet Arrangements
  We have
no off-balance sheet arrangements.
  ITEM
      3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
  Not
applicable.
   ITEM
      4.
              CONTROLS
      AND PROCEDURES
  EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
  As
required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), as of March 31, 2009, we have carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures. This evaluation was carried out under the supervision
and with the participation of our sole officer (principal executive officer and
principal accounting officer). Based upon the results of that evaluation, our
management has concluded that, as of March 31, 2009, our disclosure controls and
procedures were effective and provide reasonable assurance that material
information related to our Company required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to management to allow
timely decisions on required disclosure.
 
 12
  CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
  There were no changes in our internal
controls over financial reporting identified in connection with the evaluation
described above during the quarter ended March 31, 2009 that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
  PART
II
  ITEM
      1.
              LEGAL
      PROCEEDINGS
  We are
neither party to any material legal proceedings, nor to our knowledge, are there
any proceedings threatened against us.
  ITEM
      1A.
              RISK
      FACTORS
  Not
applicable.
  ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEED
  None.
  ITEM
      3.
              DEFAULTS
      UPON SENIOR SECURITIES
  None.
  ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS
  None.
  ITEM
      5.
              OTHER
      INFORMATION
  None.
  ITEM
      6.
              EXHIBITS
  Exhibit
      No.
              Description31.1
              Rule
      13a – 14(a)/15d – 14(a) Certification, as adopted pursuant to Section 302
      of the Sarbanes Oxley Act of 200232.1
              Certification
      of the Principal Executive Officer and Principal Financial Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes Oxley Act of 2002
 
 13
  SIGNATURES
  Pursuant
to the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
  AUTO
      SEARCH CARS, INC.May
      20, 2009
                  
                  /s/
      Jonathan J. MartinDate
                  
                  Jonathan
      J. Martin
                    President,
      Principal Executive Officer, Principal Financial Officer, Principal
      Accounting Officer, Chairman of the Board of Directors
                    (on
      behalf of the Company and as Principal Financial and Accounting
      Officer)
    14